1. What does this Contract cover? This is a contract
between you and Microsoft Corporation (“Microsoft”). Sometimes you are referred
to as “Company”, “you” or “your” and Microsoft is referred to as “we,” “us” or
“our”. This Microsoft Bing Maps Platform APIs’ Terms of Use (the “TOU”) applies
to the Microsoft Bing Maps Platform APIs (the “Services”) listed here.

The rights and obligations that you have under this TOU depend on
your use of the Services as follows:

If
you are using the Services as part of a Bing Maps Agreement that
incorporates this TOUby reference, Sections 1, 2 and 3 apply.
If you would like to find out more about a Bing Maps Agreement, please
contact us
here.

If
you are using the Services as part of a Volume Licensing Agreement,
Sections 1, 2 and 4 apply. If you would like to find out more about a
Volume Licensing Agreement, please contact us
here.

If you are using the Services only for Education or Non-Profit
Organization Use (as defined in Section 2), Sections 1, 2, 5 and 8 apply.

If you are using the Services only for Limited Public Website and
Consumer App Use (as defined in Section 2), Sections 1, 2, 6 and 8 apply.

If you are using the Services only for Evaluation for Commercial,
Non-Commercial, or Government Use for 90 days (as defined in Section 2),
Sections 1, 2, 7 and 8 apply.

If you are using the Services only for Limited Commercial Bing
Maps Windows App Use (as defined in Section 2), Sections 1, 2, 8 and 9
apply.

If you are using the Services only for Windows App and Windows
Phone App Development (as defined in Section 10), Sections 1, 2, 8 and 10
apply.

Wherever used in this
TOU with the first letter capitalized, these terms have the following defined
meanings:

“Access Credentials”
means the unique credentials provided to Company by Microsoft for use with the
Services.

“Affiliate”
means, with respect to an entity, any person or entity that directly or
indirectly owns, is owned by, or is under common ownership with that entity.
For purposes of this definition, ownership means control of more than a 50%
interest in an entity.

“Asset” means
one of any of the following classes: vehicle, device or other mobile object.

“Bing Maps Agreement”
means a separately executed Bing Maps agreement(s) that incorporates this TOU
including the Microsoft Service Order under the Bing Maps Platform API’s Terms
of Use, Microsoft Service Agreement for Bing Maps Platform APIs and Microsoft
Service Order for Bing Maps Platform APIs and all predecessor or future
agreements, including agreements formerly known as the Microsoft License
Agreement for MapPoint Web Services, Microsoft Service Agreement for the
Virtual Earth Map Control and the MapPoint Web Service, Microsoft MapPoint Web
Service Agreement – Service Order, and Service Order for Microsoft Virtual
Earth Map Control and the MapPoint Web Service.

“Bing Maps AJAX
Control API” means the Bing Maps Java Script API that enables developers to
create Web sites and mobile Company Applications with imagery and location
functionality, as described in greater detail in the SDKs.

“Bing Maps iOS
Control API” means the Objective-C control that enables developers to embed
maps directly into native iOS Company Applications, as described in greater
detail in the SDKs.

“Bing Maps REST
Services API” means the services that enable the use of REST URLs to
perform tasks such as creating a map with pushpins, geocoding an address,
retrieving imagery metadata or calculating a route, all as part of Company
Applications, as described in greater detail in the SDKs.

“Bing Maps for
Windows Store Apps API” means the programmable control that enables
developers to create immersive Windows Apps Company Applications for Windows
offered through the Windows Store, as described in greater detail in the SDKs.

“Bing Maps
Silverlight Control API” means the programmable control that enables
developers to create an immersive mapping experience with Silverlight in
Company Applications, as described in greater detail in the SDKs.

“Bing Maps
Silverlight Control for Windows Phone API” means the programmable control
that enables developers to create immersive mapping experiences with
Silverlight in Company Applications on Windows Phone, as described in greater
detail in the SDKs.

“Bing Maps SOAP
Services API” means the programmable SOAP services that enable developers
to integrate maps and imagery, driving directions, distance calculations and
other location intelligence into Company Applications, as described in greater
detail in the SDKs.

“Bing Maps TOU”
is the Bing Maps End User Terms of Use located here or such other
locations as Microsoft may specify from time to time, that apply to end users
of your Company Application.

“Bing Maps Windows
Presentation Foundation Control API” means the programmable control that
enables developers to integrate Bing Maps into Company Applications that use
Windows Presentation Foundation, as described in greater detail in the SDKs.

“Bing Spatial Data
Services API” means the services that enable the use of REST URLs to
geocode and reverse-geocode large sets of spatial data and to create and query
data sources in Company Applications, as described in greater detail in the
SDKs.

“Company Application”
means the Company’s software application(s) for online services that use the
Services as may be further defined in your Agreement.

“Content” means
the maps, images and other data and third party content that Company is
authorized to access via the Services.

“Education or
Non-Profit Organization Use” means using the Services with a Company
Application that
displays results for education or non-profit use, where non-profit organization
means a tax exempt organization and education means use by public or private
K-12 schools, universities, community colleges or other collegiate level
institutions such as vocational schools, trade schools or career colleges,
including their faculty, staff, and students, provided that your use is
consistent with the terms of Section 5.Further your Company Application must be one of the following:publically available without restriction (for
example, login or password must not be required), available only to current students of your
education organization via your private network in order to provide education
related services, available internally for free instructional use, or available
internally for non-commercial research use. Commercially funded research
projects and commercial company use for educational purposes are excluded from
Education or Non-Profit Organization Use.

“Evaluation for
Commercial, Non-Commercial or Government Use” means using the Services for
commercial, non-commercial, or government use under the TOU for a 90 day
evaluation period without entering into an Agreement, provided that (i) your use is consistent with the terms of Section 7; and
(ii) you do not exceed 10,000 cumulative billable transactions (which will be
free of charge) as defined in the SDKs , in any 30 day
period. If these limits interfere with your ability to evaluate the Services
please contact us
here.

“Geofence” means one or more
coordinates used to determine whether the location of an Asset has intersected
a line or entered or exited a polygon. Examples include a radius of a point, a
polyline or a polygon.

“Geofencing
Alert” means the notification generated when an Asset enters, intersects or
exits a Geofence.

"Known User"
is a user that is provisioned and/or authenticated by Company Application (but
not necessarily Company web site or network), for example through the use of
usernames, passwords, digital certificates, unique IDs, smart cards, or other
identification technology.

"Known User
Subscription License" means the license granted to a Known User
pursuant to an Agreement.

“Limited Commercial Bing Maps
Windows App Use” means using the Services in a
Windows App or Windows Phone App for commercial or government use over a
private network under the TOU without entering into an Agreement, provided that
(i) your use is consistent with the terms of Section
9; and (ii) your Company Application does not exceed 125,000 cumulative
billable transactions (which will be free of charge) as defined in the SDK’s,
in any 12 month period.

“Limited Public Website and Consumer App Use” means using the Services for
commercial, non-commercial or government use (provided that such use is not
considered Education or Non-Profit Organization Use as defined in this section)
under the TOU without entering into an Agreement, provided that (i) your use is consistent with the terms of Section 6; (ii)
your Company Application is available on a public website and/or on a mobile
web site or a mobile app running in a non-Windows operating system; and (iii)
you do not exceed 125,000 cumulative billable transactions (which will be free
of charge) as defined in the SDKs, in any twelve month period.

“SDKs” means the
software development kits applicable to the Services, located here, including all updated
and replacement development kits.

“Services”
means, the Bing Maps Platform APIs to be provided by Microsoft.

“Volume Licensing Agreement” means a
separately executed Microsoft Volume Licensing Agreement (such as an Enterprise
Agreement or Microsoft Business and Services Agreement) that includes licensing
of the Services and incorporates this TOU.

“Windows Phone App” means using the Services in a Company Application
which runs exclusively on the Windows Phone operating system.

“Windows App”
means using the Services in a Company Application which runs exclusively on the
Windows operating system.

3.Use with a Bing Maps Agreement. If you have separately
entered into a Bing Maps Agreement, the following terms also apply to your use
of the Services. Please note that we do not provide warranties for the
Services under this section. This TOU also limits our liability. These terms
are in Sections 3.8 and 3.9 and we ask you to read them carefully.

3.1License Rights.In exchange for the
fees set forth in your Bing Maps Agreement and subject to your compliance with
Sections 1, 2, and 3 of this TOU, you may use the Services solely in
conjunction with and integrated into Company Applications using only methods
and means of access that are documented in the SDKs. Your use shall be subject
to any additional restrictions or rights included in your Bing Maps Agreement.
In the event of any conflict between this TOU and your Bing Maps Agreement, the
Bing Maps Agreement shall prevail. In using the Services and developing Company
Applications you must: obey the law (including local, state, federal or other
applicable consumer privacy regulations); not violate the rights of any third
party; and obey any codes of conduct or other notices we provide.

3.2General Restrictions. We do have some
restrictions on your use of the Services. In developing Company Applications,
and in using the Services, you may not, nor may you permit your customers to:

(a) Upload any content to
the Services, or use the Services to display or perform in your Company
Application, any content:

·for which you do not have all necessary permissions from the
copyright holder(s);

·which includes nudity or is obscene, indecent, pornographic or libelous;

·which is intended to threaten, harass, stalk, defame, defraud, degrade,
victimize, or intimidate an individual or group of individuals for any reason,
including on the basis of age, gender, disability, ethnicity, sexual
orientation, race, or religion, or to incite or encourage anyone else to do so.

(b) Copy, store, archive,
or create a database of the Content, except that geocodes may be stored locally
only for use with your Company Applications.

(c) Exceed a total of 1,000,000
batch geocode entities non-billable transactions or 10,000,000 non-billable
transactions total using the Bing Spatial Data Services API in any 12 month
period (all transactions above either of these limits will be billable).

(d) Use Content, including
geocodes, other than via an authenticated call to the Services and/or in
conjunction with a Bing Map.

(e) Present or alert an
end user to individual maneuvers of a route in any way that is synchronized
with the end-user’s sensor-based position along the route (e.g. turn by turn
navigation that tracks end-user’s position using GPS and communicates a
maneuver as the end-user approaches the location for such maneuver).

(f) Change, obscure, or
minimize any logo, trademark, copyright or other notice of Microsoft or its
suppliers, or digital watermarks in the Content; except that we may make
alternative logo, trademark and copyright attribution requirements available
for use with small maps or on small devices; if available you will find them here.

(g) Use the Services for
business asset tracking, fleet management, or dispatch including, without
limitation, to monitor or track the location or movement of Asset(s), including
to provide guidance based on the position or routing of multiple objects
tracked using GPS or other sensor-generated methods, unless such use is
specifically allowed in your Bing Maps Agreement.

(h)Use Content that consists of points of
interest data to generate sales leads information in the form of ASCII or other
text-formatted lists of category-specific business listings which (i) include complete mailing address for each business; and
(ii) contain a substantial portion of such listings for a particular country,
city, state or zip code region.

(i) Use Content other than
in combination with the Services and not separately.

(k) Violate any applicable
U.S. Export Administration Regulations or end-user, end-use and destination
restrictions issued by U.S. and other governments. The Services are subject to
U.S. export jurisdiction.

(l) Use the Services in
any way that threatens the integrity, performance or reliability of the
Services including performance or stress testing, or in any manner that works
around any technical limitations in the Services; except that you may test the
performance of the Services provided such testing is not at levels above
Company’s peak performance levels during the prior three (3) months.

(n) Falsify or alter any
unique referral identifier in, or assigned to, a Company Application, or
otherwise obscure or alter the source of queries coming from a Company
Application.

(o) Reverse engineer, decompile
or disassemble the Services, except and only to the extent that applicable law
expressly permits, despite this limitation.

(p) Integrate road maps
from the Services with road maps supplied by any third party. You may not
replace aerial imagery from the Services with imagery supplied by any other
mapping platform. Notwithstanding the foregoing, you may overlay aerial imagery
that you have the rights to use, provided that such imagery does not
substantially replace the base aerial imagery provided by the Services. You may
incorporate various data layers of types not available through the Services, in
the Company Applications (for example, demographic or school location data). You may combine or overlay Ordnance Survey's United Kingdom mapping data
or data derived from Ordnance Survey’s United Kingdom mapping data (but not
Ordnance Survey roads data) with the Services, provided that you have procured
all such rights to the Ordnance Survey United Kingdom mapping data, that such
use of the Ordnance Survey United Kingdom mapping data with the Services is
consistent with your Ordnance Survey license, and that you indemnify Microsoft
for such use pursuant to Section 3.8.

(q) Use bird’s eye aerial
imagery (if it is made available through the Bing Maps Platform APIs) to reveal
latitude, longitude, altitude or other metadata.

(s) Allow use of bird’s
eye imagery of the United States, Canada, Mexico, New Zealand, Australia,
and/or Japan by a government entity.

(t) Use Content from
Ordnance Survey for non-publicly available Company Applications.

(u) Use the Services or
Content with a vehicle’s dashboard, or a device connected to a vehicle’s
dashboard, systems or sensors, except that the device may be connected to the
vehicle power source for charging purposes.

Additional restrictions
may apply to use of particular Content or functionalities, as set forth in the
SDKs from time to time.

3.3Developer Accounts. Microsoft will provide
Company with access to developer accounts which may be used for up to 10,000
cumulative transactions, of any type including sessions, both
billable or non-billable, within any 30 day period, across all Company
developer accounts. Developer accounts may only be used by Company for
developing, testing and maintenance of the Services with Company Applications
consistent with all other terms in this Section 3. If you are a registered
Microsoft Certified Partner, you may also use your developer account to demonstrate
your Company Application.If
these limits interfere with your ability to use the Services please contact us
here.

3.4 Account Access. We require use of
Access Credentials to use the Services, and require use of transaction tracking
and/or session tracking methods for all uses of the Services, as described in
the applicable SDKs. Company will use the Access Credentials to: (a) access the
Services; and (b) access an administrative customer service site. Company will
not make its Access Credentials available to any third party except a third
party authorized to act on its behalf. Company is responsible for all use of
the Services through its Access Credentials. Company will promptly notify us if
it learns of a security breach related to your Access Credentials and use of
the Services.

3.5Bing Maps TOU. You must provide a
hypertext link to the Bing Maps
TOU: (i) at the bottom of each page in your Company Application
where the Services can be viewed or accessed, or (ii) within the terms of use
of your Company Application. Microsoft may change the Bing Maps TOU from time
to time and will provide notice as set forth in Section 3.10(a). Company is
responsible for notifying its end users of changes as appropriate and will
comply with Microsoft’s reasonable instructions in doing so. You may not
encourage or require any end user to breach the terms of the Bing Maps TOU.

3.6Privacy. Microsoft may collect
information such as, but not limited to, an end user’s IP address, requests,
time of submissions and the results returned to the user, in connection with
transaction requests to the Services. All access to and use of the Services is
subject to the data practices set forth in the then-current Privacy Statement,
a current copy of which is available at http://go.microsoft.com/fwlink/?LinkID=248686. You are
responsible for providing end users with adequate notice of the privacy
practices applicable to your Company Application.

3.7Intellectual Property
and Reservation of Rights. All
rights to the Services and the Content, including rights of use, not
specifically granted under this TOU or your Bing Maps Agreement are reserved by
Microsoft and its suppliers. Except as set forth in
your Bing Maps Agreement, this TOU does not grant Microsoft any right or
license to any Company Application or Company intellectual property, including
intellectual property that Company has licensed from third parties.

Except for material
that we may license to you, we do not claim ownership of the content you post
or otherwise provide to us, that is hosted by Microsoft or a
third party hosting provider on Microsoft’s behalf, related to the Services
(called a “Submission”). However, except as set forth herein, by posting
or otherwise providing your Submission (and for the avoidance of doubt, where
Microsoft hosts content on your behalf including by a third party hosting
provider, this constitutes a Submission, but where you host or a third party
hosts content on your behalf, other than Microsoft or a third party hosting
provider on behalf of Microsoft, this does not constitute a Submission), you
are granting to Microsoft free permission to use, copy, distribute, display,
publish, transcode and otherwise modify your Submission, each in connection
with the Services, and sublicense these rights to others in order to provide
the Services. For every Submission you make, you must have all rights necessary
for you to grant the permissions in this section. Content that you upload to
the Bing Spatial Data Services API will only be used by Microsoft to provide
the Services to you, unless you agree to grant Microsoft additional rights
under this section by way of your Bing Maps Agreement or the process detailed
in the SDKs.

3.8Duty to Defend.

(a) Microsoft. Microsoft agrees at its expense to defend Company in a lawsuit
or other judicial action, and pay the amount of any adverse final judgment
(after any appeals) or settlement to which Microsoft consents, for any claim
made by an unaffiliated third party that the Services infringe its copyright,
trademark or patent, or misappropriates a trade secret (individually and
collectively, an "Infringement Claim").

(b) Company. Company agrees at its
expense to defend Microsoft in a lawsuit or other judicial action, and pay the
amount of any adverse final judgment (after any appeals) or settlement to which
Company consents, for any claim made by an unaffiliated third party to the
extent based on the operation of any Company Application (together with any
Infringement Claim, individually and collectively, a “Claim”).

(c) Conditions. With regard to any
Claim, either party’s obligations are subject to the following conditions: (a)
the party seeking defense (the “Defended party”) must promptly notify
the other party (the “Defending party”) in writing of the Claim; (b) the
Defending party will have sole control over defense or settlement of the Claim;
and (c) the Defended party must provide the Defending party with
reasonable assistance in the defense of the Claim, for which the Defending
party will reimburse Defended party’s reasonable out of pocket expenses.
Defended party will have the right to employ separate counsel and participate
in the defense at Defended party’s expense. Defending party may not settle the
Claim without the Defended party’s prior written consent, if such settlement
would result in any admission, liability or limitation upon future actions of
the Defended party.

(d) Exceptions. Microsoft’s
obligations will not apply to the extent any Claim or adverse final judgment is
based on: (a) any unauthorized use, disposition or promotion of the
Services or a Microsoft trademark by Company; (b) a patent or copyright owned
or controlled by Company or its Affiliate; (c) combining the Services with a
non-Microsoft product, data or business process, if
the basis of the Claim would not have existed but for such combination; or (d) continued use
of any part of the Services after notice from Microsoft to stop use because of
any alleged infringement. Company will reimburse Microsoft for all damages,
costs, and expenses resulting from such actions.

(e) Mitigation. In addition to the
obligations in Section 3.8(a) above, Microsoft may, in connection with a
potential Infringement Claim, at its expense and option, take further action
such as: (a) procuring for Company the rights or licenses necessary to address
the Infringement Claim; (b) replacing or modifying the Services to make it
non-infringing, or (c) terminating the Services and refunding any fees prepaid
by Company for undelivered Services.

(a) Limitation of
Liabilities. Neither party nor Microsoft’s suppliers will be liable for any
indirect damages, (including, without limitation, consequential, special or
incidental damages, damages for loss of profits or revenues, business
interruption, or loss of business information) arising out of or related to the
Services, Content, TOU or Bing Maps Agreement, even if advised of the
possibility of such damages or if the possibility was reasonably foreseeable.
Neither party nor Microsoft’s suppliers’ aggregate liability for all claims,
actions and/or omissions arising from or related to this TOU, the Bing Maps
Agreement, the Services or the Content will exceed the greater of (a) the
amount of fees paid by Company to Microsoft in the twelve (12) months preceding
the date the claim arises, or (b) two hundred and fifty thousand dollars
($250,000). These limitations will apply even if any remedy fails its essential
purpose. None of the limitations and exclusions in this section apply to claims
related to either party’s violation of the other party’s intellectual property
rights, under Section 3.8 (Duty to Defend), or to any obligation to pay
fees.

(b) Disclaimer of
Warranties. The Services and all Content are provided “as is” without
warranty of any kind by Microsoft or its suppliers. To the maximum extent permitted
by law, any and all representations, warranties or conditions of any kind
whatsoever (including, but not limited to, implied or statutory warranties of
merchantability, fitness for a particular purpose, title, non-infringement,
accuracy or satisfactory quality), all with regard to the Services and any
Content, are expressly excluded by Microsoft and its suppliers. Microsoft and
its suppliers make no warranty that the Services will operate properly as
integrated with the Company Applications, that the Services will be
uninterrupted, or that any Content will be accurate or complete.

(c) Disclaimer of
Reliance.
Microsoft and its suppliers specifically disclaim any liability for end users’ reliance on the Services. Without limiting the foregoing,
Microsoft and its suppliers shall have no liability for harm to end users
resulting from reliance on any map or direction provided hereunder.

3.10General Legal Terms.

(a) Notices. All legal notices in
connection with the Bing Maps Agreement or this TOU must be sent by post,
express courier, facsimile or email to the addresses and numbers indicated in
the Address Schedule of the Bing Maps Agreement. You are responsible for keeping
your contact information up to date.

This TOU is in
electronic form. We have promised to send you certain information in connection
with the Services and have the right to send you certain additional
information, including that which may be required by law, which we may send in
electronic form. If you do not consent to receive notices electronically, you
must stop using the Services.

We may provide required
information to you:

·at the e-mail address in your Bing Maps Agreement or any email
address you specified via www.bingmapsportal.com (you are responsible
for keeping your contact information up to date); or

·by posting on any portion of this TOU or to another
Microsoft web site that will be designated in advance for this purpose.

Notices will be deemed
given on the date shown on the postal return receipt or on the courier,
facsimile or email confirmation delivery.

(b) How We May Change
the TOU. We may update the TOU from time to time and the impact of such
changes is governed by your Bing Maps Agreement.If you have a Bing Maps Agreement as of May
1, 2014, the limits set forth in Section 3.2(c) will be effective as set forth
in your Bing Maps Agreement or January 1, 2015, whichever is later.Until the limits set forth in Section 3.2(c)
above are effective, the limitation set forth below will continue to apply.In developing Company Applications, and in
using the Services, you may not, nor may you permit your customers to: Exceed a
total of 10,000,000 non-billable transactions using the Bing Spatial Data
Services API in any 12 month period.

(c) Force Majeure. Microsoft and Company
will not be in default of the Bing Maps Agreement or this TOU if performance is
delayed or prevented for reasons beyond its control, so long as it resumes
performance as soon as practical.

(d) Survival. Sections 3.1, 3.2 and 3.7
through and including 3.10 will survive the termination or expiration of your
Bing Maps Agreement for any reason.

(e) Assignment. The Bing Maps
Agreement and TOU will be binding on the parties and their successors and
assigns. We may assign the Bing Maps Agreement and TOU, in whole or in part, at
any time with notice to you. Company may assign the Bing Maps Agreement to an
Affiliate or to a third party on prior notice to Microsoft, provided that the
assignee agrees in writing to be liable for all debts and obligations of the
Company under the Bing Maps Agreement.

(f) Enforceability and
Interpreting the TOU. All parts of this TOU apply to the maximum extent permitted by
law. If any provision of the Bing Maps Agreement or this TOU is unenforceable,
the parties (or, if the parties cannot agree, a court) will revise it so that
it can be enforced. Even if no revision is possible, the rest of the Bing
Maps Agreement and this TOU will remain in place. This TOU, together with your
Bing Maps Agreement, constitutes the entire agreement between you and us
regarding your use of the Services.

(g) Taxes. The amounts to be
paid by Company to Microsoft under a respective Bing Maps Agreement do not
include any foreign, U.S. federal, state, local, municipal or other governmental
taxes, duties, levies, fees, excises or tariffs, arising as a result of or in
connection with the transactions or sessions contemplated under the Bing Maps
Agreement. Company shall pay to Microsoft any applicable value added,
sales or use taxes or like taxes that are owed by Company solely as a result of
entering into the Bing Maps Agreement and which are permitted to be collected
from Company by Microsoft under applicable law. Company may provide to
Microsoft a valid exemption certificate in which case Microsoft shall not
collect the taxes covered by such certificate. Microsoft is not liable
for any of the taxes of Company that Company is legally obligated to pay
(“Company’s Taxes”) which are incurred or arise in connection with or related to
the sale of goods and services under the Bing Maps Agreement, and all such
taxes (including, but not limited to, net income or gross receipts taxes,
franchise taxes, and property taxes) shall be the financial responsibility of
Company. Company agrees to indemnify, defend and hold Microsoft harmless
from Company’s Taxes or claims, causes of action, costs (including, without
limitation, reasonable attorneys’ fees) and any other liabilities of any nature
whatsoever related to such taxes. If any taxes are required by law to be
withheld on payments made by Company to Microsoft, Company may deduct such
taxes from the amount owed Microsoft and pay such taxes to the appropriate
taxing authority; provided however, that Company shall promptly secure and
deliver to Microsoft an official receipt for any such taxes withheld or other
documents necessary to enable Microsoft to claim a U.S. Foreign Tax Credit.
Company will make certain that any taxes withheld are minimized to the extent
possible under applicable law.

(h) Choice of Law and
Location for Resolving Disputes. If you are headquartered anywhere other than Europe: (i) Washington State law governs the interpretation of this
TOU and your Bing Maps Agreement and applies to claims for breach, regardless
of conflict of laws principles; and (ii) you and we irrevocably consent to the
exclusive jurisdiction and venue of the state or federal courts in King County,
Washington, USA, for all disputes arising out of or relating to the Bing Maps
Agreement and TOU. If
you are headquartered in Europe, the Bing Maps Agreement and TOU will be
construed and governed by the substantive laws of England and Wales. The
parties waive all defenses of lack of personal jurisdiction and forum non conveniens. Process may be served on either party in the
manner authorized by applicable law or court rule. In any dispute relating to
the Bing Maps Agreement or TOU the prevailing party will be entitled to recover
reasonable attorneys' fees and costs.

(i)
No Third Party Beneficiaries. This TOU is solely for your and our benefit. It is not for the
benefit of any other person, except for permitted successors and assigns.

(j) No Joint
Venture/Independent Development. The parties are operating as independent contractors, and
nothing in this TOU will be construed as creating a partnership, franchise,
joint venture, employer-employee or agency
relationship.

(k) Waiver. Any delay or failure
of either party to exercise a right or remedy will not result in a waiver of
that, or any other, right or remedy. No waiver will be effective unless made in
writing and signed by an authorized representative of the waiving party.

(l) Logos; Marketing. Except as otherwise
agreed to by the parties in writing, neither party will use any logo or
trademark of the other party for marketing or any other purpose without the
other party’s prior written approval.

(m) Print Rights. If print rights are
available for the Services, such rights will be included here.

4.Use with a Volume Licensing Agreement.If you have separately
entered into a Volume Licensing Agreement, the following terms also apply to
your use of the Services.

4.1License Rights.In exchange for the
fees set forth in your Volume Licensing Agreement and subject to your
compliance with Sections 1, 2, and 4 of this TOU, you may use the Services
solely in conjunction with and integrated into Company Applications using only
methods and means of access that are documented in the SDKs. Your use shall be
subject to any additional restrictions or rights included in your Volume
Licensing Agreement. In the event of any conflict between this TOU and your
Volume Licensing Agreement, the Volume Licensing Agreement shall prevail. In
using the Services and developing Company Applications you must: obey the law
(including local, state, federal or other applicable consumer privacy
regulations); not violate the rights of any third party; and obey any codes of
conduct or other notices we provide.

4.2General Restrictions. We do have some
restrictions on your use of the Services. In developing Company Applications,
and in using the Services, you may not, nor may you permit your customers to:

(a) Upload any content to
the Services, or use the Services to display or perform in your Company
Application, any content:

·for which you do not have all necessary permissions from the
copyright holder(s);

·which includes nudity or is obscene, indecent, pornographic or libelous;

·which is intended to threaten, harass, stalk, defame, defraud, degrade,
victimize, or intimidate an individual or group of individuals for any reason,
including on the basis of age, gender, disability, ethnicity, sexual
orientation, race, or religion, or to incite or encourage anyone else to do so.

(b) Copy, store, archive,
or create a database of the Content, except that geocodes may be stored locally
only for use with your Company Applications.

(c) Exceed a total of 1,000,000
batch geocode entities non-billable transactions or 10,00,000
non-billable transactions total using the Bing
Spatial Data Services API in any 12 month period(all transactions above either
of these limits will be billable).

(d) Use Content, including
geocodes, other than via an authenticated call to the Services and/or in
conjunction with a Bing Map.

(e) Present or alert an
end user to individual maneuvers of a route in any way that is synchronized
with the end-user’s sensor-based position along the route (e.g. turn by turn
navigation that tracks end-user’s position using GPS and communicates a
maneuver as the end-user approaches the location for such maneuver).

(f) Change, obscure, or minimize
any logo, trademark, copyright or other notice of Microsoft or its suppliers,
or digital watermarks in the Content; except that we may make alternative logo,
trademark and copyright attribution requirements available for use with small
maps or on small devices; if available you will find them here.

(g) Use the Services for
business asset tracking, fleet management, or dispatch including, without
limitation, to monitor or track the location or movement of Asset(s), including
to provide guidance based on the position or routing of multiple objects tracked
using GPS or other sensor-generated methods, unless you have purchased one or
more of the following SKU’s: Bing Maps Mobile Asset Management North America
with Routing Per Asset; Bing Maps Mobile Asset Management Europe with Routing
Per Asset; Bing Maps Mobile Asset Management North America without Routing Per
Asset; Bing Maps Mobile Asset Management Europe without Routing Per Asset; Bing
Maps Asset Management for Windows North America with Routing Per Asset; or Bing
Maps Asset Management for Windows Europe with Routing Per Asset You may only
provide guidance based on the position or routing of multiple objects tracked
using GPS or other sensor-generated methods if you purchased one or more of the
following: Bing Maps Mobile Asset Management North America with Routing Per
Asset; Bing Maps Mobile Asset Management Europe with Routing Per Asset; Bing
Maps Asset Management for Windows North America with Routing Per Asset; Bing
Maps Asset Management for Windows Europe with Routing Per Asset.

(h) Use the Services to
track Assets that are consumer devices, including, without limitation to
monitor or track the location or movement of Asset(s), including to provide
guidance based on the position or routing of multiple objects tracked using GPS
or other sensor-generated methods, unless you have purchased one or more of the
following SKU’s: Bing Maps Mobile Asset Management Consumer Tracked Per Asset;
or Bing Maps Public Website Usage Add-on SL.

(i)Use Content that consists of points of
interest data to generate sales leads information in the form of ASCII or other
text-formatted lists of category-specific business listings which (i) include complete mailing address for each business; and
(ii) contain a substantial portion of such listings for a particular country,
city, state or zip code region.

(j) Use Content other than
in combination with the Services and not separately.

(l) Violate any applicable
U.S. Export Administration Regulations or end-user, end-use and destination
restrictions issued by U.S. and other governments. The Services are subject to
U.S. export jurisdiction.

(m) Use the Services in
any way that threatens the integrity, performance or reliability of the
Services including performance or stress testing, or in any manner that works
around any technical limitations in the Services; except that you may test the
performance of the Services provided such testing is not at levels above
Company’s peak performance levels during the prior three (3) months.

(o) Falsify or alter any unique referral identifier in, or assigned
to, a Company Application, or otherwise obscure or alter the source of queries
coming from a Company Application.

(p) Reverse engineer,
decompile or disassemble the Services, except and only to the extent that
applicable law expressly permits, despite this limitation.

(q) Integrate road maps
from the Services with road maps supplied by any third party. You may not replace
aerial imagery from the Services with imagery supplied by any other mapping
platform. Notwithstanding the foregoing, you may overlay aerial imagery that
you have the rights to use, provided that such imagery does not substantially
replace the base aerial imagery provided by the Services. You may incorporate
various data layers of types not available through the Services, in the Company
Applications (for example, demographic or school location data). You may combine or overlay Ordnance Survey's United Kingdom mapping data
or data derived from Ordnance Survey’s United Kingdom mapping data (but not
Ordnance Survey roads data) with the Services, provided that you have procured
all such rights to the Ordnance Survey United Kingdom mapping data, that such
use of the Ordnance Survey United Kingdom mapping data with the Services is
consistent with your Ordnance Survey license, and that you indemnify Microsoft
for all such use pursuant to your Volume Licensing Agreement.

(r) Use bird’s eye aerial
imagery (if it is made available through the Bing Maps Platform APIs) to reveal
latitude, longitude, altitude or other metadata.

(t) Allow use of bird’s
eye imagery of the United States, Canada, Mexico, New Zealand, Australia,
and/or Japan by a government entity.

(u) Use Content from
Ordnance Survey for non-publicly available Company Applications.

(v) Use the Services or
Content with a vehicle’s dashboard, or a device connected to a vehicle’s
dashboard, systems or sensors, except that the device may be connected to the
vehicle power source for charging purposes.

Additional restrictions
may apply to use of particular Content or functionalities, as set forth in the
SDKs from time to time.

4.3Services Update. Microsoft will make
commercially reasonable efforts to provide advance notice of material updates
to the Services. When Microsoft reasonably believes an update will require
significant changes to all Company Applications using the Services (such as
major version releases – e.g. v1.0 to v2.0), Microsoft will keep the previous
version (one version back) of the Services available for at least twelve (12)
months after the release of the new version. Company may be unable to access
the Services if it does not upgrade Company Applications to the latest version
during that time.

4.4Account Access and
Developer Accounts.

(a) We require use of
Access Credentials to use the Services, and require use of transaction tracking
and/or session tracking methods for all uses of the Services, as described in
the applicable SDKs. Company will use the Access Credentials to: (i) access the Services, and (ii) access an administrative
customer service site. Company will not make its Access Credentials available
to any third party except a third party authorized to act on its behalf.
Company is responsible for all use of the Services through its Access
Credentials. Company will promptly notify us if it learns of a security breach
related to your Access Credentials and use of the Services.

(b) Microsoft will provide
Company with access to developer accounts which may be used for up to 10,000
cumulative transactions, of any type including sessions, both
billable or non-billable, within any 30 day period, across all Company
developer accounts. Developer accounts may only be used by Company for
developing, testing and maintenance of the Services with Company Applications
consistent with all other terms in this Section 4. If you are a registered Microsoft Certified
Partner, you may also use your developer account to demonstrate your Company
Application. If these limits interfere with your ability to use the Services
please contact us
here.

4.5End User Terms. You must provide a
hypertext link to the Bing
Maps TOU:
(i) at the bottom of each page in your Company
Application where the Services can be viewed or accessed, or (ii) within the
terms of use of your Company Application. Microsoft may change the Bing Maps
TOU from time to time and will provide notice as set forth in Section 4.8(a).
Company is responsible for notifying its end users of changes as appropriate
and will comply with Microsoft’s reasonable instructions in doing so. You may
not encourage or require any end user to breach the terms of the Bing Maps TOU.

4.6Privacy. Microsoft may collect
information such as, but not limited to, an end user’s IP address, requests,
time of submissions and the results returned to the user, in connection with
transaction requests to the Services. All access to and use of the Services is
subject to the data practices set forth in the then-current Privacy Statement,
a current copy of which is available at http://go.microsoft.com/fwlink/?LinkID=248686. You are responsible for providing end users
with adequate notice of the privacy practices applicable to your Company
Application.

4.7Intellectual Property
and Reservation of Rights. All
rights to the Services and the Content, including rights of use, not
specifically granted under this TOU or your Volume Licensing Agreement are reserved
by Microsoft and its suppliers. Except as set forth
in your Volume Licensing Agreement, this TOU does not grant Microsoft any right
or license to any Company Application or Company intellectual property,
including intellectual property that Company has licensed from third parties.

Except for material
that we may license to you, we do not claim ownership of the content you post
or otherwise provide to us, that is hosted by Microsoft or a
third party hosting provider on Microsoft’s behalf, related to the Services
(called a “Submission”). However, except as set forth herein, by posting
or otherwise providing your Submission (and for the avoidance of doubt, where
Microsoft hosts content on your behalf including by a third party hosting
provider, this constitutes a Submission, but where you host or a third party
hosts content on your behalf, other than Microsoft or a third party hosting
provider on behalf of Microsoft, this does not constitute a Submission), you
are granting to Microsoft free permission to use, copy, distribute, display,
publish, transcode and otherwise modify your Submission, each in connection
with the Services, and sublicense these rights to others in order to provide
the Services. For every Submission you make, you must have all rights necessary
for you to grant the permissions in this section. Content that you upload to
the Bing Spatial Data Services API will only be used by Microsoft to provide
the Services to you unless you agree to grant Microsoft additional rights under
this section, by way of your Volume Licensing Agreement or the process detailed
in the SDKs.

4.8General Legal Terms.

(a) Notices. All Bing Maps legal
notices between the parties will be sent consistent with your Volume Licensing
Agreement. You are responsible for keeping your contact information up to date.
This TOU is in electronic form. We have promised to send you certain information
in connection with the Services and have the right to send you certain
additional information, including that which may be required by law, which we
may send in electronic form. If you do not consent to receive notices
electronically, you must stop using the Services.

We may provide required
information to you:

·at the
e-mail address provided through your Volume Licensing Agreement or any email
address you specified via www.bingmapsportal.com (you are responsible
for keeping your contact information up to date); or

·by posting on any portion of this TOU or to another
Microsoft web site that will be designated in advance for this purpose.

Notices will be deemed
given on the date shown on the postal return receipt or on the courier,
facsimile or email confirmation delivery.

(b) How We May Change
the TOU. We may update the TOU from time to time and the impact of such
changes is governed by your Volume Licensing Agreement. If you are licensing
Bing Maps through your Volume Licensing Agreement as of May 1, 2014, the limits
set forth in Section 4.2(c) will be effective as set forth in your Volume
Licensing Agreement or January 1, 2015, whichever is later.Until the limits set forth in Section 4.2(c)
above are effective, the limitation set forth below will continue to apply.In developing Company Applications, and in
using the Services, you may not, nor may you permit your customers to: Exceed a
total of 10,000,000 non-billable transactions using the Bing Spatial Data
Services API in any 12 month period.

If you are licensing
Bing Maps through your Volume Licensing Agreement as of May 1, 2014, and the
terms of Section 4.9(c) apply to your use, the following limitation will be
effective as set forth in your Volume Licensing Agreement or January 1, 2015,
whichever is later:You may not exceed 10 million total
forward or reverse geocoding transactions, sessions, or routing requests per
year under the Bing Maps Enterprise Platform Service SL or Bing Maps Known User
SL.Should you license more than 5000
Bing Maps Known User SLs, the limits set forth herein will be increased at a
rate of 20 requests per Known User within any 24 hour period and 2000 requests
per Known User per year, for each Known User SL above 5,000.Such increased limits will continue for the
duration that you license more than 5,000 Bing Maps Known User SLs.

If you are licensing Bing Maps
through your Volume Licensing Agreement as of May 1, 2014 and the terms of
4.9(d) apply to your use, the following limitation will be effective as set
forth in your Volume Licensing Agreement or January 1, 2015, whichever is
later:You may not exceed 5 million total
forward or reverse geocoding transactions, sessions or routing requests per
year under the Bing Maps Enterprise Platform Service SL or Bing Maps Light Known
User SL. Should you license more than 5000 Light Known User SLs these limits
will be increased at the rate of 10 requests per Light Known User within any 24
hour period and 1000 requests per Light Known User per year, for each Light
Known User SL above 5,000. Such increased limits will continue for the duration
that you license more than 5,000 Bing Maps Light Known User SLs.

(c) Survival. Sections 4.1, 4.2, 4.7
and 4.8 will survive the termination or expiration of your Volume Licensing
Agreement for any reason.

(d) Enforceability and
Interpreting the TOU. All parts of this TOU apply to the maximum extent permitted by
law. If any provision of the Volume Licensing Agreement or this TOU is
unenforceable, the parties (or, if the parties cannot agree, a court) will
revise it so that it can be enforced. Even if no revision is possible,
the rest of the Volume Licensing Agreement and this TOU will remain in place.
This TOU, together with your Volume Licensing Agreement, constitutes the entire
agreement between you and us regarding your use of the Services.

(e) No Third Party
Beneficiaries. This TOU is solely for your and our benefit. It is not for the
benefit of any other person, except for permitted successors and assigns.

(f) No Joint
Venture/Independent Development. The parties are operating as independent contractors, and
nothing in this TOU will be construed as creating a partnership, franchise,
joint venture, employer-employee or agency
relationship.

(g) Waiver. Any delay or failure
of either party to exercise a right or remedy will not result in a waiver of that,
or any other, right or remedy. No waiver will be effective unless made in
writing and signed by an authorized representative of the waiving party.

(h) Logos; Marketing. Except as otherwise
agreed to by the parties in writing, neither party will use any logo or
trademark of the other party for marketing or any other purpose without the
other party’s prior written approval.

(i)
Volume Licensing Agreement Terms. For clarity, the following terms will be governed as set forth
in your Volume Licensing Agreement: Confidentiality; Duty to Defend; Limitation
of Liabilities and Disclaimers; Taxes; Choice of Law and Location for Resolving
Disputes; Force Majeure; and Assignment.

(j) Print Rights. If print rights are
available for the Services, such rights will be included here.

4.9 Company Application
Terms. The
following terms apply respectively for each of the following offerings
purchased through Volume Licensing.

(a) Bing Maps
Enterprise Platform Service SL and a Bing Maps Public Website Usage Add-on SL:
If you have purchased a Bing Maps Enterprise Platform Service SL and a Bing
Maps Public Website Usage Add-on SL you may only use the Services in: (i) a Company Application that will serve as a map display
and/or locator, available to consumers on Company, agent or franchisee owned
and operated publically available websites (including mobile websites or apps),
which may be offered for a fee and/or require a login; or (ii) a Company
Application which is used by Company, agent or franchisee to track, view and
manage Assets that are consumer devices based on their GPS or other sensor
based location. You may not use the Services for or in connection with Company
Applications used by authenticated enterprise users (employees or agents of the
enterprise) over a private network. Each Bing Maps Public Website Usage
Add-on SL offering consists of a varying number of Billable Transactions
(defined herein).“Billable
Transactions” meansany of the following
(with all capitalized terms as defined in the Bing Maps Platform SDKs or the
Microsoft Bing Maps Platform APIs’ Terms of Use): (a) web services methods
including but not limited to Imagery, Route, Geocode, Spatial Data and Search
Services; (b) a session in the Bing Maps AJAX Control API, Bing Maps Windows Presentation
Foundation API, or Bing Maps Silverlight Control API, where a session begins
with the load of any of the aforementioned controls into a user’s browser and
includes all transactions until the browser is closed or the user moves to a
different page; and (c) any new Services functionalities may constitute a
Billable Transaction as described in the SDKs. All
use of the Services in Company Applications under Section 4.9(a)(i) and/or (ii) by agents or
franchisees of Company, must be controlled and branded by Company including all
use of the Bing Maps Platform APIs. Use by agents or franchisees under this Section
is only allowed with purchase of one or more of the following: Bing Maps Public
Website Usage 100K Transactions; Bing Maps Public Website Usage 420K
Transactions; Bing Maps Public Website Usage 840K Transactions; Bing Maps
Public Website Usage 2.5M Transactions; Bing Maps Public Website Usage 4.2M
Transactions; and Bing Maps Public Website Usage 8.4M Transactions. Use by agents of franchisees under this
Section is not allowed with the Bing Maps Public Website Platinum offering.

(b) Bing Maps
Enterprise Platform Service SL and a Bing Maps Internal Website Usage Add-on SL:
If you have purchased a Bing Maps Platform Service SL and a Bing Maps Internal
Website Usage Add-on SL you may only use the Services in a Company Application
accessed by your employees on your private network, to access and display maps
and related information. Your Company Application may be accessed via a web
browser or an installed client, provided that you strictly control
functionality in the user interface and authentication of users. Each Bing Maps Internal Website
UsageAdd-on SL offering consists of a varying
number of Billable Transactions (defined herein).“Billable Transactions” meansany of the following (with all capitalized
terms as defined in the Bing Maps Platform SDKs or the Microsoft Bing Maps
Platform APIs’ Terms of Use): (a) web services methods including but not
limited to Imagery, Route, Geocode, Spatial Data and Search Services; (b) a
session in the Bing Maps AJAX Control API, Bing Maps Windows Presentation
Foundation API, or Bing Maps Silverlight Control API, where a session begins
with the load of any of the aforementioned controls into a user’s browser and includes
all transactions until the browser is closed or the user moves to a different
page; and (c) any new Services functionalities may constitute a Billable
Transaction as described in the SDKs.

(c) Bing Maps
Enterprise Platform Service SL and Bing Maps Known User SL: If you have
purchased a Bing Maps Platform Service SL and a Bing Maps Known User SL you may
only use the Services in a Company Application accessed by your employees on
your private network, to access and display maps and related information. Your
Company Application may be accessed via a web browser or an installed client,
provided that you strictly control functionality in the user interface and
authentication of users. You may
not exceed 100,000 total forward or reverse geocoding transactions, sessions or
routing requests within any 24 hour period.You may not exceed 10 million total forward or reverse geocoding
transactions, sessions, or routing requests per year under the Bing Maps
Enterprise Platform Service SL or Bing Maps Known User SL.Should you license more than 5000 Bing Maps
Known User SLs, the limits set forth herein will be increased at a rate of 20
requests per Known User within any 24 hour period and 2000 requests per Known
User per year, for each Known User SL above 5,000.Such increased limits will continue for the
duration that you license more than 5,000 Bing Maps Known User SLs.

(d) Bing Maps
Enterprise Platform Service SL and Bing Maps Light Known User SL: If you
have purchased a Bing Maps Platform Service SL and a Bing Maps Light Known User
SL you may only use the Services in a Company Application accessed by your
employees on your private network, to access and display maps and related
information. Your Company Application may be accessed via a web browser or an
installed client, provided that you strictly control functionality in the user
interface and authentication of users. You may not exceed 25,000 total forward or reverse
geocoding transactions, sessions or routing requests within any 24 hour period.You may not exceed 5 million total forward or
reverse geocoding transactions, sessions or routing requests per year. Should
you license more than 5000 Light Known User SLs these limits will be increased
at the rate of 10 requests per Light Known User within any 24 hour period and
1000 requests per Light Known User per year, for each Light Known User SL above
5,000. Such increased limits will continue for the
duration that you license more than 5,000 Bing Maps Light Known User SLs.

Subject
to Section 4.2(q), Company may only overlay administrative boundaries or other
map content provided that the Company Application’s user interface prevents end
users from:

·loading
additional map content layers of any kind;

·editing
or creating map content. For avoidance of doubt, simple annotations such as a
line, arrow, polygon or circle to highlight an area is allowed and not
considered map content under this restriction; and

·executing any spatial query other than proximity (find the
nearest), point-in-polygon, distance between two points or find and route
within the Services. For avoidance of doubt, Company Application may not
perform geofences, buffers or query a spatially
enabled database.

(e) Bing Maps Mobile
Asset Management Platform Add-on SL:

(i)
This section applies to your use if you have purchased a Bing Maps Mobile Asset
Management Platform Add-on SL and any one or more of the following: Bing Maps
Mobile Asset Management North America with Routing Per Asset; Bing Maps Mobile
Asset Management Europe with Routing Per Asset; Bing Maps Mobile Asset
Management North America without Routing Per Asset; or Bing Maps Mobile Asset
Management Europe without Routing Per Asset.

·You
may only use the Services in a Company Application which is used by your
employees for mobile asset management to track, view and manage Assets based on
their GPS or other sensor based location. Company Application may be accessed
via a web browser or an installed client, provided that
you strictly control functionality in the user interface and authentication of
users.

·Youmay not exceed 100,000 total
requests or 20 requests per Asset, whichever is greater, of forward geocoding
transactions, sessions or routing requests, all measured as an average over any
24 hour period. If you choose to use the Bing Spatial Data Services API for
batch geocoding, the 10,000,000 non-billable transaction limit set forth in
Section 4.2(c) will not apply to any reverse geocoding. You also may not
reverse geocode the position of more than one Asset per minute over any 24 hour
period using the Bing Spatial Data Services API or otherwise.

·Notwithstanding Section 4.2(v), you may use the Services to
cache a Geofence and/or Geofencing
Alerts on a device only with your Company Application, provided that neither
the Geofence and/or Geofencing
Alerts interacts with the vehicle’s dashboard, systems or sensors.

(ii) This section
applies to your use if you have purchased a Bing Maps Mobile Asset Management
Platform Add-on SL and Bing Maps Mobile Asset Management Consumer Tracked Per Asset.

·You may only
use the Services in a Company Application which is used to track, view and
manage Assets that are consumer devices based on their GPS or other sensor
based location. Company Application may be accessed via a web browser or an
installed client, provided that you strictly
control functionality in the user interface and authentication of users.

·Youmay not
exceed 50,000 total requests or 20 requests per Asset, whichever is greater, of
forward geocoding, sessions or routing requests, all measured as an average
over any 24 hour period. You also may not exceed more than 50 reverse geocoding
requests per Asset over any 24 hour period using the Bing Spatial Data Services
API or otherwise.

(f) Bing
Maps Asset Management for Windows Platform Add-on SL:

(i)
This section applies to your use if you have purchased a Bing Maps Asset
Management for Windows Platform Add-on SL and any one or more of the following:
Bing Maps Asset Management for Windows North America with Routing Per Asset; Bing Maps Asset Management for Windows Europe with
Routing Per Asset.

·You
may only use the Services in a Company Application which is used by your
employees for mobile asset management to track, view and manage Assets based on
their GPS or other sensor based location.You may use the Services only on a software application available
exclusively on Windows by using the Bing Maps for Windows Store Apps API; Bing
Spatial Data Services API; Bing Maps SOAP Services API; Bing Maps Windows
Presentation Foundation Control API; or the Bing Maps REST Services API,
including all successor versions. Microsoft may add to this list from time to
time upon written notice. You must strictly control
functionality in the user interface and authentication of users.

·Youmay not exceed 100,000 total requests
or 20 requests per Asset, whichever is greater, of forward geocoding
transactions, sessions or routing requests, all measured as an average over any
24 hour period. You also may not reverse
geocode the position of more than one Asset per minute over any 24 hour period
using the Bing Spatial Data Services API or otherwise.

·Notwithstanding Section 4.2(v), you may use the Services to
cache a Geofence and/or Geofencing
Alerts on a device only with your Company Application, provided that neither
the Geofence and/or Geofencing
Alerts interacts with the vehicle’s dashboard, systems or sensors.

(ii) This section
applies to your use if you have purchased a Bing Maps Asset Management Platform
for Windows Add-on SL and Bing Maps Mobile Asset Management Consumer Tracked Per Asset.

·You may only
use the Services in a Company Application which is used to track, view and
manage Assets that are consumer devices based on their GPS or other sensor
based location. Company Application may be accessed via a web browser or an
installed client, provided that you strictly
control functionality in the user interface and authentication of users.

·Youmay not
exceed 50,000 total requests or 20 requests per Asset, whichever is greater, of
forward geocoding, sessions or routing requests, all measured as an average
over any 24 hour period. You also may not exceed more than 50 reverse geocoding
requests per Asset over any 24 hour period using the Bing Spatial Data Services
API or otherwise.

5.Education or Non-Profit Organization Use. Subject to your
compliance with Sections 1, 2, 5 and 8 of this TOU, you may develop or host a
Company Application that uses the Services to display results for Education or
Non-profit Organization Use (as defined in Section 2). You may use the Services
solely in conjunction with and integrated into Company Applications using only
methods and means of access that are documented in the SDKs. Please note
that we do not provide warranties for the Services for Education or Non-Profit
Organization Use under this Section 5. This TOU also limits our liability.
These terms are in Sections 8.8 and 8.9 and we ask you to read them carefully.

6.Limited Public Website and
Consumer App Use.Subject to your compliance with Sections 1, 2, 6 and 8 of this
TOU, you may develop or host a Company Application that uses the Services for
Limited Public Website Use and Consumer App Use (as defined in Section 2). You
may use the Services solely in conjunction with and integrated into Company
Applications using only methods and means of access that are documented in the
SDKs.Your use of the Content in the Services is subject to
the Bing
Maps App Branding Guidelines.
If you will exceed the Limited Public Website and
Consumer App Use transaction limits or limits on use of the Bing Spatial Data
Services API, please contact us
hereto discuss how you can license additional
transactions. Please note that we do not provide warranties for the Services
for Limited Public Website Use under this Section 6. This TOU also limits our
liability. These terms are in Sections 8.8 and 8.9 and we ask you to read them
carefully.

7.Evaluation for Commercial, Non-Commercial or Government Use. Subject to your
compliance with Sections 1, 2, 7 and 8 of this TOU, you may develop or host a
Company Application that uses the Services for a 90 day evaluation period. You
may use the Services solely in conjunction with and integrated into Company
Applications using only methods and means of access that are documented in the
SDKs. If you will exceed the Evaluation for Commercial, Non-Commercial or
Government Use transaction limits or limits on use of the Bing Spatial Data
Services API, please contact us
here.
to discuss how you can license additional transactions
for evaluation use. Please note that we do not provide warranties for the
Services for Evaluation for Commercial, Non-Commercial or Government Use under
this Section 7. This TOU also limits our liability. These terms are in Sections
8.8 and 8.9 and we ask you to read them carefully.

7.1Use of Bird’s Eye
Aerial Imagery. You may use bird’s eye aerial imagery (if it is made available
through the Bing Maps Platform APIs) consistent with the following
restrictions:

(a) You may not use bird’s
eye aerial imagery to reveal latitude, longitude, altitude or other metadata.

(b) You may not save,
download, print, distribute, transmit or manipulate the bird’s eye imagery, or
offer others that ability, through your Company Application.

(c) You may not allow use
of bird’s eye imagery of the United States, Canada, Mexico, New Zealand,
Australia, and/or Japan by a government entity.

8.General Terms for use of the Services under TOU Sections 5, 6, 7,
9 and 10.

If you use the Services
under Sections 5 (Education or Non-Profit Organization Use), 6 (Limited Public
Website Use), 7 (Evaluation for Commercial, Non-Commercial or Government Use), 9
(Limited Commercial Bing Maps Windows App Development) or 10 (Windows App and
Windows Phone App Development) the terms in this Section 8 apply to your use of
the Services.

8.1General Limitations and
Conditions of the Services. In using the Services and developing Company Applications you
must: obey the law (including local, state, federal or other applicable
consumer privacy regulations); not violate the rights of any third party; and
obey any codes of conduct or other notices we provide. We may use technology or
other means to protect the Services that you will not circumvent. These means
may include, for example, filtering to increase security. Microsoft may, in its
sole discretion, limit the: (i) rate at which the
Services, or any subset of it, may be called, (ii) amount of storage made
available to each Services account, or (iii) length of individual content
segments that may be uploaded to, or served from, the Services (all of the
foregoing being forms of “Throttling”).

8.2General Restrictions. We do have some
restrictions on your use of the Services. In developing Company Applications,
and in using the Services, you may not, nor may you permit your customers to:

(a) Upload any content to
the Services, or use the Services to display or perform in your Company
Application, any content:

·for which you do not have
all necessary permissions from the copyright holder(s);

·which includes nudity or is
obscene, indecent, pornographic or libelous;

·which is intended to threaten, harass, stalk, defame, defraud, degrade,
victimize, or intimidate an individual or group of individuals for any reason,
including on the basis of age, gender, disability, ethnicity, sexual
orientation, race, or religion, or to incite or encourage anyone else to do so.

(b) Copy, store, archive,
or create a database of the Content, except that geocodes may be stored locally
only for use with your Company Applications.

(c) Exceed 50,000
cumulative billable transactions (which will be free of charge) as defined in
the SDKs, within any 24 hour period, with the exception of Evaluation for
Commercial, Non-Commercial or Government Use where you may not exceed 10,000
cumulative billable transactions (which will be free of charge) as defined in
the SDKs, in any 30 day period. Exceed a total of 50,000 batch geocode entities
non-billable transactions or 100,000 non-billable transactions total using the
Bing Spatial Data Services API in any 12 month period.

(d) Use Content, including
geocodes, other than via an authenticated call to the Services and/or in
conjunction with a Bing Map.

(e) Present or alert an
end user to individual maneuvers of a route in any way that is synchronized
with the end-user’s sensor-based position along the route (e.g. turn by turn
navigation that tracks end-user’s position using GPS and communicates a
maneuver as the end-user approaches the location for such maneuver).

(f) Change, obscure, or
minimize any logo, trademark, copyright or other notice of Microsoft or its
suppliers; digital watermarks in the Content; or any search box, portion of the
results, or advertisement; except that we may make alternative logo, trademark,
and copyright attribution requirements available for use with small maps or on
small devices; if available you will find them here.

(g) Use the Services for
business asset tracking, fleet management, or dispatch including, without
limitation, to monitor or track the location or movement of Asset(s), including
to provide guidance based on the position or routing of multiple objects
tracked using GPS or other sensor-generated methods.

(h) Use bird’s eye aerial
imagery (except you may use bird’s eye aerial imagery if your use of the
Services is under Section 7 and consistent with Section 7.1 accordingly).

(i)Use Content that consists of points of
interest data to generate sales leads information in the form of ASCII or other
text-formatted lists of category-specific business listings which (i) include complete mailing address for each business; and
(ii) contain a substantial portion of such listings for a particular country,
city, state or zip code region.

(j) Use Content other than
in combination with the Services and not separately.

(k) Use the Services in a
way that harms us or our Affiliates or suppliers.

(m) Violate any applicable
U.S. Export Administration Regulations or end-user, end-use and destination
restrictions issued by U.S. and other governments. The Services are subject to
U.S. export jurisdiction.

(n) Use the Services in
any way that threatens the integrity, performance, or reliability of the
Services including performance or stress testing, or in any manner that works
around any technical limitations in the Services.

(o) Syndicate,
redistribute, resell or sublicense access to the Services or Content on a
standalone basis.

(p) Falsify or alter any
unique referral identifier in, or assigned to, a Company Application, or
otherwise obscure or alter the source of queries coming from a Company
Application.

(q) Use any automated
process or service to access and/or use the Services (such as a BOT, a spider,
periodic caching of information stored by Microsoft, or “meta-searching”).

(r) Reverse engineer,
decompile or disassemble the Services, except and only to the extent that
applicable law expressly permits, despite this limitation.

(s) Integrate road maps
from the Services with road maps supplied by any third party. You may not
replace aerial imagery from the Services with imagery supplied by any other
mapping platform. Notwithstanding the foregoing, you may overlay aerial imagery
that you have the rights to use, provided that such imagery does not
substantially replace the base aerial imagery provided by the Services. You may
incorporate various data layers of types not available through the Services, in
the Company Applications (for example, demographic or school location data). You may combine or overlay Ordnance Survey's United Kingdom mapping data
or data derived from Ordnance Survey’s United Kingdom mapping data (but not
Ordnance Survey roads data) with the Services, provided that you have procured
all such rights to the Ordnance Survey United Kingdom mapping data, that such
use of the Ordnance Survey United Kingdom mapping data with the Services is
consistent with your Ordnance Survey license, and that you indemnify Microsoft
for such use pursuant to this TOU.

(t) Use Content from
Ordnance Survey for non-publicly available Company Applications.

(u) Use the Services or
Content with a vehicle’s dashboard, or a device connected to a vehicle’s
dashboard, systems or sensors, except that the device may be connected to the
vehicle power source for charging purposes.

Additional restrictions
may apply to use of particular Content or functionalities, as set forth in the
SDKs from time to time. We reserve the right to include a search box or
advertising in the Content served through the Services. You will not
intentionally omit or obscure such advertising, search box or search results
including advertising when displaying such Content to end users.

8.3Account Access. We require use of
Access Credentials to use the Services, and require use of transaction tracking
and/or session tracking methods for all uses of the Services, as described in
the applicable SDKs. Company will use the Access Credentials to: (a) access the
Services, and (b) access an administrative customer service site. Company will
not make its Access Credentials available to any third party except a third
party authorized to act on its behalf. Company is responsible for all use of
the Services through its Access Credentials. Company will promptly notify us if
it learns of a security breach related to your Access Credentials and use of
the Services.

8.4Bing Maps TOU. You must provide a
hypertext link to the Bing
Maps TOU:
(i) at the bottom of each page in your Company
Application where the Services can be viewed or accessed, or (ii) within the
terms of use of your Company Application. Microsoft may change the Bing Maps
TOU from time to time. Company is responsible for notifying its end users of
changes as appropriate and will comply with Microsoft’s reasonable instructions
in doing so. You may not encourage or require any end user to breach the terms
of the Bing Maps TOU.

8.5Privacy. Microsoft may collect
information such as, but not limited to, an end user’s IP address, requests,
time of submissions and the results returned to the user, in connection with
transaction requests to the Services. All access to and use of the Services is
subject to the data practices set forth in the then-current Privacy Statement,
a current copy of which is available at
http://go.microsoft.com/fwlink/?LinkID=248686. You are responsible for
providing end users with adequate notice of the privacy practices applicable to
your Company Application.

8.6Intellectual Property
and Reservation of Rights. Microsoft and its suppliers retain all right, title and interest
in and to the Services, Content, the SDKs and all intellectual property rights
therein, except for the limited rights expressly granted herein. This TOU does
not grant Microsoft any right or license to any Company Application or Company
intellectual property including intellectual property that Company has licensed
from third parties.

Except for material
that we may license to you, we do not claim ownership of the content you post
or otherwise provide to us, that is hosted by Microsoft or a
third party hosting provider on Microsoft’s behalf, related to the Services
(called a “Submission”). However, by posting or otherwise providing your
Submission (and for the avoidance of doubt, where Microsoft hosts content on
your behalf including by a third party hosting provider, this constitutes a
Submission, but where you host or a third party hosts content on your behalf,
other than Microsoft or a third party hosting provider on behalf of Microsoft,
this does not constitute a Submission), you are granting to Microsoft free
permission to use, copy, distribute, display, publish, transcode and otherwise
modify your Submission, each in connection with the Services, and sublicense
these rights to others in order to provide the Services. We may refuse to
publish and may remove your Submission from the Services at any time. For every
Submission you make, you must have all rights necessary for you to grant the
permissions in this section. You may agree to grant Microsoft additional rights
under this section by way of the process detailed in the SDKs.

8.7Your Responsibility. You will indemnify and
hold the Microsoft parties harmless from and against any and all loss,
liability, and expense (including reasonable attorneys' fees) suffered or
incurred by reason of any claims, proceedings or suits based on or arising out
of any breach by you of any obligation or warranty under this TOU. You will be
solely responsible for defending any claim, subject to Microsoft's right to
participate with counsel it selects, and you will not agree to any settlement
that imposes any obligation or liability on the Microsoft parties without
Microsoft's prior written consent.

8.8We Make No Warranty. Microsoft and its
suppliers provide the Services and Content “as-is,” “with all faults”, “as
available” and without warranty of any kind. To the maximum extent permitted by
law, any and all representations, warranties or conditions of any kind
whatsoever (including, but not limited to, implied or statutory warranties of
merchantability, fitness for a particular purpose, title, non-infringement,
accuracy or satisfactory quality), all with regard to the Services and any
Content, are expressly excluded by Microsoft and its suppliers. Microsoft and
its suppliers make no warranty that the Services will operate properly as
integrated with the Company Applications, that the Services will be
uninterrupted, or that any Content will be accurate or complete. Microsoft and
its suppliers specifically disclaim any liability for end users’ reliance on the Services. Without limiting the foregoing,
Microsoft and its suppliers shall have no liability for harm to end users
resulting from reliance on any map or direction provided hereunder.

8.9Liability Limitation. You can recover from
Microsoft and its suppliers only direct damages up to an amount equal to fees
you have paid Microsoft for the Services for one month. Neither party nor its
suppliers will be liable for any indirect damages, (including, without
limitation, consequential, special or incidental damages, damages for loss of
profits or revenues, business interruption, or loss of business information)
arising out of or related to the Services, Content, or TOU even if advised of
the possibility of such damages or if the possibility was reasonably
foreseeable.

8.10Changes to the
Services; Cancellation or Suspension of the Services; Audit. We may change, cancel
or suspend your use of the Services at any time. Some changes to the Services
may cause existing Company Applications to stop working. Our cancellation or
suspension may be without cause and/or without notice. Upon Services cancellation,
your right to use the Services stops right away. Once
the Services are cancelled or suspended, any data you have stored on the
Services may not be retrieved later. Microsoft reserves the right to verify
your compliance with this TOU.

8.11General Legal Terms.

(a) How We May Change
the Contract. We may update the TOU from time to time.If we change this
TOU, then we will provide notice as provided in Section 8.11(g). If you do not
agree to these changes, then you must stop using the Services. If you do not
stop using the Services, then your use of the Services will continue under the
changed TOU. In the future we may choose to charge for all use of the Services,
or change the requirements for use free of charge. If we choose to change the
fee requirements for the Services, Microsoft will provide notice of such terms
as provided in Section 8.11(g), and you may elect to stop using the Services
rather than incurring fees.

(b) Term. This TOU will become
effective on your first use of the Services. This TOU may be terminated
immediately for any reason and without notice by Microsoft. If this TOU
terminates, all rights granted to you by this TOU will automatically terminate
and you will cease to have any rights to use the Services.

(c) Force Majeure. Microsoft and Company
will not be in default of this TOU if performance is delayed or prevented for
reasons beyond its control, so long as it resumes performance as soon as
practical.

(d) Survival. Sections 8.1, 8.2 and
8.6 through and including 8.11 will survive the termination or expiration of
this TOU for any reason.

(e) Assignment. We may assign the
TOU, in whole or in part, at any time with notice to you.

(f)Enforceability and
Interpreting the TOU. All parts of this TOU apply to the maximum extent
permitted by law. If any provision of the TOU is unenforceable, the parties
(or, if the parties cannot agree, a court) will revise it so that it can be
enforced. Even if no revision is possible, the rest of the TOU will
remain in place. This TOU constitutes the entire agreement between you and us
regarding your use of the Services.

(g) Notices; Consent
Regarding Electronic Information. This TOU is in electronic form. We have promised to send you certain
information in connection with the Services and have the right to send you
certain additional information, including legal notices and that which may be
required by law, which we may send in electronic form. You are responsible for
keeping your contact information up to date.

We may provide required
information to you:

·at the
e-mail address you specified when you signed up for the Services or any email
address you specified via www.bingmapsportal.com (you are responsible
for keeping your contact information up to date); or

·by posting on any portion of this TOU or to another
Microsoft web site that will be designated in advance for this purpose.

Notices provided to you
via e-mail will be deemed given and received on the transmission date of the
e-mail. If you do not consent to receive notices electronically, you must stop
using the Services. Any notice from you will be sent electronically to: maplic@microsoft.com.

(h) Claim Must Be Filed
Within One Year. Any claim related to this TOU or the Services may not be brought
unless brought within one year. The one-year period begins on the date when the
claim first could be filed. If it is not filed within the one-year period, then
that claim is permanently barred. This applies to both parties.

(i)
Choice of Law and Location for Resolving Disputes. If you are
headquartered anywhere other than Europe, Washington State law governs the
interpretation of this TOU and applies to claims for breach, regardless of
conflict of laws principles. You and we irrevocably consent to the exclusive
jurisdiction and venue of the state or federal courts in King County,
Washington, USA, for all disputes arising out of or relating to this TOU. If you are headquartered in Europe,
the TOU will be construed and governed by the substantive laws of England and
Wales. The parties waive all defenses of lack of personal jurisdiction and
forum non conveniens. Process may be served on either
party in the manner authorized by applicable law or court rule. In any dispute
relating to the TOU the prevailing party will be entitled to recover reasonable
attorneys' fees and costs.

(j) No Third Party
Beneficiaries. This TOU is solely for your and our benefit. It is not for the
benefit of any other person, except for permitted successors and assigns.

(k)No Joint Venture/Independent
Development. The parties are operating as independent contractors, and
nothing in this TOU will be construed as creating a partnership, franchise,
joint venture, employer-employee or agency
relationship.

(l)Waiver. Any
delay or failure of either party to exercise a right or remedy will not result
in a waiver of that, or any other, right or remedy. No waiver will be effective
unless made in writing and signed by an authorized representative of the
waiving party.

(m) Logos; Marketing. Except as otherwise
agreed to by the parties in writing, neither party will use any logo or
trademark of the other party for marketing or any other purpose without the
other party’s prior written approval.

(n) Print Rights. If print rights are
available for the Services, such rights will be included here.

9.Limited Commercial Bing Maps Windows
App Development. Subject
to your compliance with Sections 1, 2, 8 and 9 of this TOU, you may develop and
host Limited Commercial Bing Maps Windows Apps Company Applications that use
the Services. You may use the Services solely in conjunction with and
integrated into Limited Commercial Bing Maps Windows Apps Company Applications
using only methods and means of access that are documented in the SDKs. Please
note that we do not provide warranties for the Services for Limited Commercial
Bing Maps Windows Apps Company Applications under this Section 9. This TOU
limits our liability. These terms are in Sections 8.8 and 8.9 and we ask you to
read them carefully.

You are responsible for obtaining
users’ express permission (opt-in) to use users’ personally identifying
information, including users’ location information, and providing a mechanism
through which users can opt-out of the use of their personally identifiable and
location information. Your use of the Content in the Services is subject to the
Bing
Maps App Branding Guidelines.

10.Windows App and Windows Phone App Development.
Subject to your
compliance with Sections 1, 2, 8 and 10 of this TOU, you may develop and host
Windows Apps and Windows Phone Apps Company Applications that use the Services.
You may use the Services solely in conjunction with and integrated into Windows
Apps and Windows Phone Apps Company Applications using only methods and means
of access that are documented in the SDKs. Please note that we do not
provide warranties for the Services for Windows Apps and Windows Phone Apps Company
Applications under this Section 10. This TOU limits our liability. These terms
are in Sections 8.8 and 8.9 and we ask you to read them carefully.

Your Windows Apps and Windows Phone
Apps Company Applications, and the Content therein, must be available to
consumers and may be offered for a fee; or available internally for free
instructional non-commercial use. You may not use the Services for or in
connection with Windows Apps Company Applications used by authenticated
enterprise users (employees or agents of the enterprise) over a private network
under this section (see Section 9 for terms on such use).

You are responsible for obtaining
users’ express permission (opt-in) to use users’ personally identifying
information, including users’ location information, and providing a mechanism
through which users can opt-out of the use of their personally identifiable and
location information.

If you have a Bing Maps Agreement
or Volume Licensing Agreement, you may use the Services for Windows App and
Windows Phone App Development free of charge pursuant to this Section 10 by
following the instructions at the Bing Maps Portal.